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Equity | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
EQUITY | NOTE 13: EQUITY a. Shares On February 13, 2025, convertible promissory note (Note 10) was converted to 800,000 shares of common stock at the conversion price of $3.00 per share. Transaction costs incurred of $39 relating to the exercise of the conversion option are offset within additional paid-in capital. On March 28, 2025, the Company entered into a private placement transaction (the “March 2025 Units Offering”), pursuant to which the Company agreed to issue and sell (i) 547,737 shares of common stock and (ii) warrants (the “PIPE 2025 warrants”) to purchase up to 547,737 shares of common stock, at a combined purchase price of $3.00 per unit. Each warrant entitles the purchasers to acquire one share of common stock at a price of $4.00 per share for a period of three years from the date of issue. The Company issued broker warrants to purchase up to 25,958 shares of common stock to the associated broker in connection with the offering. The aggregate gross proceeds from the March 2025 Units Offering were $1,643. The Company incurred $179 of costs associated with the issuance. The PIPE 2025 warrants and related broker warrants are equity classified instruments and are recorded as equity. On April 28, 2025, the Company issued 340,000 shares of common stock pursuant to the Inducement Agreement (Note 13.b). On April 30, 2025, the Company issued 857,142 shares of common stock for the acquisition of Evoke (Note 4). The shares were measured at fair value at $3.20 per share. On June 16, 2025, the Company entered into a securities purchase agreement with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 400,000 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $3.00 per Unit, for aggregate gross proceeds of $1,200. Each Unit consists of (i) either (A) one share of common stock or (B) a prefunded warrant to purchase one share of common stock (the “Pre-Funded Warrant”) at a nominal exercise price of $0.0001 per share, (ii) one common stock purchase warrant (the “$3.50 Warrant”) to purchase one share of common stock at an exercise price of $3.50 per share, exercisable for five years, and (iii) one common stock purchase warrant (the “$4.00 Warrant,” and together with the Pre-Funded Warrants and $3.50 Warrants, the “Warrants”) to purchase one share of common stock at an exercise price of $4.00 per share, also exercisable for five years. The Company issued 400,000 Units to the Investors, consisting of 340,000 shares of common stock, 60,000 Pre-Funded Warrants, 400,000 $3.50 Warrants, and 400,000 $4.00 Warrants. b. Warrants The following table summarizes the Company’s warrant activity for the nine months ended September 30, 2025:
|  | Number of Warrants |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |
Outstanding warrants, January 1, 2025 |  |  | 1,971,216 |  |  | $ | 11.54 |  |  |  | 4.30 |
PIPE 2025 warrants |  |  | 547,737 |  |  |  | 4 |  |  |  |  |
PIPE 2025 broker warrants |  |  | 25,958 |  |  |  | 3.8 |  |  |  |  |
$3.50 Warrants |  |  | 400,000 |  |  |  | 3.5 |  |  |  |  |
$4.00 Warrants |  |  | 400,000 |  |  |  | 4 |  |  |  |  |
Exercised |  |  | (1,623,530 | ) |  |  | 5.43 |  |  |  |  |
Warrants Expired |  |  | (20,643 | ) |  |  | 28.85 |  |  |  |  |
Outstanding warrants, September 30, 2025 |  |  | 1,700,738 |  |  | $ | 10.95 |  |  |  | 3.45 |
During the nine months ended September 30, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with holders (“PIPE 2024 warrant holders”) of the Company’s existing warrants (“PIPE 2024 warrants”). Pursuant to the Inducement Agreement, PIPE 2024 warrant holders agreed to exercise for cash PIPE 2024 warrants to purchase up to 823,529 shares of common stock at an exercise price of $6.83. On February 12, 2025, PIPE 2024 warrants were exercised in full for cash proceeds of $5,625. The Company recorded a deemed dividend of $4,410 in relation to the Inducement Agreement as it is considered an inducement offer to exercise the PIPE 2024 warrants. The fair value of a deemed dividend is estimated based on the fair value of the underlying share of common stock on the warrant exercise date. On April 28, 2025, the Company issued 340,000 shares of its common stock pursuant to the Inducement Agreement. Further, the Company received proceeds of $3,200 from the exercise of Convertible Promissory Note Warrants (Note 10). c. Warrants exercisable for little or no consideration Warrants exercisable for little or no consideration are fully vested warrants that allow the holders to acquire a specified number of the issuer’s shares at a nominal exercise price. The following table summarizes the Company’s penny warrant activity for the nine months ended September 30, 2025:
|  | Number of Warrants |  |  | Weighted Average Remaining Life (Years) |
Outstanding warrants, January 1, 2025 |  |  | 699,546 |  |  |  | 3.22 |
Pre-Funded Warrants (Note 13.a) |  |  | 60,000 |  |  |  |  |
Exercised |  |  | (757,903 | ) |  |  |  |
Expired |  |  | (1,643 | ) |  |  |  |
Outstanding warrants, September 30, 2025 |  |  | - |  |  |  | - |
d. Employees stock option plan A summary of option activity under the Company’s equity incentive plan as of September 30, 2025, and changes during the period then ended is presented below.
|  | Number of Stock Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Aggregate Intrinsic Value |
Outstanding Options, December 31, 2024 |  |  | 470,061 |  |  | $ | 9.64 |  |  |  | 3.97 |  |  | $ | - |
Options granted |  |  | 15,000 |  |  |  | 3.12 |  |  |  | - |  |  |  | - |
Options forfeited |  |  | (127,720 | ) |  |  | 13.27 |  |  |  | - |  |  |  | - |
Outstanding Options, September 30, 2025 |  |  | 357,341 |  |  | $ | 8.07 |  |  |  | 3.03 |  |  | $ | - |
The share-based compensation expense related to options for the three and nine months ended September 30, 2025 was $35 and $77, respectively, and $1,296 and $1,314 for the three and nine months ended September 30, 2024, respectively. The fair value of options granted for the nine months ended September 30, 2025 and 2024, was $34 and $1,600, respectively. The intrinsic value of the options outstanding as of September 30, 2025 is $nil (December 31, 2024: $nil). The fair value of each option award is estimated on the date of grant using a Black Scholes pricing option valuation model that uses the assumptions noted in the following table.
|  | 2025 |
Risk free rate |  |  | 3.98 | %
Dividend yield |  |  | 0 | %
Expected volatility |  |  | 93.18 | %
Expected term (in years) |  |  | 3.12 |
A summary of the Company’s nonvested options as of September 30, 2025, and changes during the nine-month period ended, is presented below.
|  | Number of Stock Options |  |  | Weighted Average Grant-Date Fair Value |
Non-Vested Options, December 31, 2024 |  |  | 206,427 |  |  | $ | 4.56 |
Options granted |  |  | 15,000 |  |  |  | 2.28 |
Options vested |  |  | (82,477 | ) |  |  | 4.07 |
Options forfeited |  |  | (48,430 | ) |  |  | 6.68 |
Non-Vested Options, September 30, 2025 |  |  | 90,520 |  |  | $ | 3.48 |
As of September 30, 2025, there was $91 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 1.5 years. e. Restricted share units (“RSUs”) A summary of RSU activity under the Company’s equity incentive plan as of September 30, 2025, and changes during the period ended is presented below.
|  | Number of Stock RSUs |  |  | Aggregate Intrinsic Value |
Outstanding, December 31, 2024 |  |  | - |  |  | $ | - |
RSUs granted |  |  | 464,939 |  |  |  | - |
RSUs exercised |  |  | (67,907 | ) |  |  | - |
Outstanding, September 30, 2025 |  |  | 397,032 |  |  | $ | 1,186 |
The share-based compensation expense related to RSUs for the three and nine months ended September 30, 2025 was $139 and $210, respectively, and $nil for the three and nine months ended September 30, 2024, respectively. The fair value of RSUs granted for the nine months ended September 30, 2025, and 2024, was $1,478 and $nil, respectively. The fair value of each RSU is estimated based on the grant-date fair value of the underlying share of common stock. A summary of the Company’s nonvested RSUs as of September 30, 2025, and changes during the nine-month period ended, is presented below.
|  | Number of Stock RSUs |  |  | Weighted Average Grant-Date Fair Value |
Non-vested RSUs, December 31, 2024 |  |  | - |  |  | $ | - |
RSUs granted |  |  | 464,939 |  |  |  | 3.18 |
RSUs vested |  |  | (67,907 | ) |  |  | 3.14 |
Non-vested RSUs, September 30, 2025 |  |  | 397,032 |  |  | $ | 3.19 |
As of September 30, 2025, there was $1,268 of total unrecognized compensation cost related to nonvested RSUs granted. That cost is expected to be recognized over a weighted average period of 2.63 years. f. Deferred stock units (“DSUs”) A summary of DSU activity under the Company’s equity incentive plan as of September 30, 2025, and changes during the period ended, is presented below.
|  | Number of Deferred Stock Units |  |  | Aggregate Intrinsic Value |
Outstanding DSUs, December 31, 2024 |  |  | - |  |  | $ | - |
DSUs granted |  |  | 66,668 |  |  |  | - |
Outstanding DSUs, September 30, 2025 |  |  | 66,668 |  |  | $ | 194 |
The share-based compensation expense related to DSUs for the three and nine months ended September 30, 2025 was $41 and $210, respectively, and $nil for the three and nine months ended September 30, 2024, respectively. The fair value of DSUs granted for the nine months ended September 30, 2025, and 2024, was $210 and $nil, respectively. The fair value of each DSU is estimated based on the grant-date fair value of the underlying share of common stock. A summary of the Company’s nonvested DSUs as of September 30, 2025, and changes during the nine-month period ended, is presented below.
|  | Number of Stock RSUs |  |  | Weighted Average Grant-Date Fair Value |
Non-vested DSUs, December 31, 2024 |  |  | - |  |  | $ | - |
DSUs granted |  |  | 66,668 |  |  |  | 3.12 |
DSUs vested |  |  | (66,668 | ) |  |  | 3.12 |
Non-vested DSUs, September 30, 2025 |  |  | - |  |  | $ | - |
As of September 30, 2025, there was $nil of total unrecognized compensation cost related to nonvested DSUs granted. The costs have been recognized as of September 30, 2025.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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